Terms and Conditions
General Terms and Conditions of Meneiti GmbH
These general terms and conditions ("GTC") of Meneiti GmbH, Zum Alet 13, 88662 Überlingen ("Meneiti") govern the use of the Orange Salamander app, which is available at [www.orangesalamander.com] ("Platform") and for all services related to the Platform (the Platform and the services provided in connection with the Platform are hereinafter referred to collectively as "Services" and the underlying contract, which includes the GTC, is referred to as the "Contract").
The following terms have the meaning assigned to them in these Terms and Conditions, unless expressly stated otherwise in individual cases:
(d) “Party” or “Parties” means Meneiti and the PM Company (as defined below), individually and collectively.
(g) "Informing Users" means Professional societies, university hospitals and doctors who conduct their own studies, use the platform and publish medical information via the platform.
2.1 These Terms and Conditions apply to all business relationships between Meneiti and the PM Company, in particular for the use of the services and the platform, unless expressly agreed otherwise.
2.3 Terms and conditions of the PM company shall not apply, even if Meneiti has not expressly objected to their validity in individual cases.
3.1 Meneiti offers the PM Company the opportunity to publish Medical Information on the Platform and make it available to Users (see Section 8). The medical information is published on the platform in the name of the PM company. All platform data on medical information comes from the respective PM company. The respective PM company is solely responsible for the completeness, admissibility, accuracy and timeliness of medical information.
3.2 The PM Company or an employee of the PM Company can use a chat function to get in direct contact with users and exchange messages ("Chat Function", see section8). Meneiti only provides the chat function via the platform; Meneiti is not responsible for platform data exchanged via this platform.
3.3 The event calendar accessible via the platform offers users and PM companies the opportunity to enter events and dates. Direct booking is not offered via the platform. The responsibility for the accuracy and completeness of the events entered lies with the user and/or PM company. Meneiti merely provides the event calendar function via the platform.
3.4 Meneiti merely operates the Platform and is not responsible for Platform Data of Users and PM Companies (see Section 13).
4. Remuneration and payment terms
4.1 For the PM companies, with the exception of the Informing Users, the services are provided exclusively against payment, which is stated in the offer description as [gross/net amount]. Free use of the platform is only possible in exceptional cases and only if Meneiti expressly permits this.
4.2 Informing Users may use the Platform and Services free of charge.
4.3 Unless otherwise stated in the offer description, invoices are issued annually. The invoice is due for payment within four (4) weeks of the invoice being issued.
5. Use of the platform and services, registration
5.1 Meneiti operates the platform and grants the PM company the opportunity to access the services and use them as intended. The functionalities and other characteristics of the services are set out in these General Terms and Conditions, the offer description and the descriptions available on the platform.
5.2 The prerequisite for using the Platform and the Services is the successful registration and creation of an account ("Company Account") in accordance with Section 6.
5.3 The PM company can use the services on a web-based basis via a browser. The prerequisite for using the services is that the PM company has a terminal device that corresponds to the current state of the art and meets the relevant specifications that are specified as minimum requirements on the platform. In addition, the use of the services requires an internet connection of the PM company that provides a sufficient data transfer rate and sufficient storage space on the PM company's terminal device.
5.4 The PM Company must keep the terminal device used to access the Services up to date and have anti-virus protection installed.
6. Corporate Account, Employee Access
6.3 The PM company can enter employees in the company account and create access for them, via which they can use the chat function and communicate with users on behalf of the PM company ("employee access"). As soon as an employee no longer works for the PM company, the PM company must delete or block the respective employee access.
7. Duty of truth, updating and due diligence
7.1 The PM company undertakes to ensure that all information and data provided during the period of use of the platform are always truthful and up to date. Any changes to the PM company's data must be reported to Meneiti immediately via the company account. If the PM company fails to comply with this obligation, Meneiti can terminate the contract without notice and exclude the PM company from using the platform and the services.
7.2 The PM Company undertakes to regularly check the authorizations for the company account and employee access, in particular whether all authorized persons still work for the PM Company or whether their area of responsibility requires access to the company account and/or employee access.
7.3 The PM company undertakes to ensure that access data, in particular passwords, are not made accessible to third parties. The PM company bears sole responsibility for all actions carried out via its company account, employee access and/or use of its access data. If there are indications of misuse of the company account and/or employee access or if third parties have nevertheless gained knowledge of access data, the PM company is obliged to report this to Meneiti immediately and change its access data.
7.4 If Meneiti suspects misuse of the services by the PM Company or by third parties, it is free to exclude the PM Company from using the platform temporarily or permanently with immediate effect.
8.1 The chat function is an offer that gives users the opportunity to contact employees of the PM company directly free of charge. Communication via the chat function is not public and is conducted exclusively between the user and the respective employee. The user can also ask the employee questions as part of an exchange of medical knowledge and information. The employee is shown the name and, if applicable, a photo of the employee with whom the user has registered on the platform, but the employee does not receive any further information via Meneiti.
8.2 Meneiti reserves the right to restrict or discontinue the chat function at any time or to provide it in a modified or adapted form if this is advantageous for the users and PM companies or to ensure compliance with applicable law or to comply with a court ruling or an administrative decision.
8.3 For data protection reasons, the user is prohibited from exchanging patient-related and thus sensitive personal data with the respective employee via the chat function. The exchange of information or knowledge, in particular with questions about or regarding medically relevant platform data, must take place exclusively in anonymous form.
8.4 Meneiti is not liable for the information provided by the employee or for the storage, transmission, correct display or loss of the platform data provided via the chat function.
8.5 The platform data provided by users and PM companies via the chat function are neither processed nor controlled by Meneiti. Meneiti assumes no responsibility for platform data in the chats, in particular information provided by employees cannot be attributed to Meneiti in any way. The respective employees communicate independently of Meneiti and the PM company is responsible for platform data entered and exchanged by employees in the chat function.
8.6 If a doctor reports side effects or other reportable information to an employee of the PM Company via the chat function, the PM Company is obliged to forward the report to the responsible department and to instruct the employees to comply with this obligation.
9.1 The PM Company may submit Medical Information to Meneiti for publication on the Platform via the editorial tool in the Company Account.
9.2 Medical information will be published on the Platform until it is deleted by the PM Company itself or Meneiti in the case of Section 13.4 or 17.4.
9.3 When creating and publishing medical information, the PM company may have to comply with Meneiti standards (e.g. formatting requirements, PM company logo). The currently valid version of the standards can be accessed via the company tool or the service center.
10.1 Meneiti strives to ensure the greatest possible availability of the services of 99% per month. "Availability" means the ability of the PM company to use all of the main functions of the services (Section 3). Maintenance periods, periods of insignificant functional impairments, and periods of unavailability and functional impairments as per Section 10.3 are not taken into account when calculating availability.
10.2 Maintenance work, security and capacity reasons, technical or operational circumstances and events outside the control of Meneiti may lead to a temporary or permanent unavailability of the services. Meneiti reserves the right to temporarily restrict access to the services or the possibility of using them in whole or in part if this is necessary due to capacity limits or the security or integrity of the servers or to carry out technical measures that serve the proper or improved provision of the services (e.g. for maintenance work). If possible, Meneiti carries out maintenance work during the time after 8 p.m. and before 8 a.m. German time.
10.3 Meneiti shall not be liable for any unavailability or impairment of the Services that
(a) due to causes beyond the control of Meneiti;
b) arising from the use of services, hardware or software not provided or expressly approved by Meneiti, including, without limitation, problems related to insufficient bandwidth or third party software or services;
c) caused by the use of a Service by the PM Company after Meneiti instructed the PM Company to change the use of the Service and the PM Company did not change the use as instructed;
d) caused by any unauthorized act (including mistyping) or failure to perform a required act by PM Company or its employees, agents, contractors or suppliers or by any other person who has gained access to the Services, or otherwise caused by PM Company's failure to follow reasonable security procedures;
e) caused by the PM Company's failure to maintain required configurations and updates, or by use of the Services that is inconsistent with the features and functionality of the Services (e.g., attempts to perform unsupported operations) or does not comply with the guidance published by Meneiti.
11. Third Party Rights, Updates
11.1 Meneiti endeavours to provide the use of the Services within the framework of the current state of the art and to ensure that the use of the Services by the User does not conflict with the rights of third parties to the extent contractually agreed.
11.2 In the event of a functional impairment of the services, the PM company should notify Meneiti by email to info@orangesalamander.com, describing the functional impairment. Meneiti is not obliged to remedy the specific functional impairment, but will provide updates during the term of the contract that are necessary to maintain the contractual conformity and to remedy functional impairments. This includes, in particular, regular technical and functional updates, which Meneiti is not obliged to provide.
11.3 Meneiti strives to provide the best possible reproduction of the platform data that corresponds to the usual technical standard. However, the PM company is aware that, given the current state of technology, it is not possible to ensure that the platform data is reproduced completely error-free at all times. An error in the reproduction of the platform data does not exist in particular if it is insignificant or is caused by:
a) due to non-compliance with requirements regarding the transmission and formats of platform data, with regard to medical information, in particular that of Section 9, by the PM company;
b) through the use of unsuitable display software or hardware (e.g. browser) of the PM company or the Internet service provider;
c) due to disruption of the communication networks (e.g. but not limited to line or power failure) at Meneiti or other operators;
d) due to a computer failure due to system failure or line failure;
e) through incomplete and/or non-updated cached platform data on so-called proxy servers (caches) or in the local cache;
f) due to failure of or connection problems with a user’s device;
g) if the impairment in the reproduction of the platform data does not significantly affect its purpose.
11.4 Meneiti endeavours to provide the best possible representation of the Platform Data, but cannot and will not guarantee and assumes no responsibility for users viewing the PM Company's Platform Data, in particular that this will result in a particular economic success.
12.1 The PM Company is obliged
b) not to use the Services improperly and only in accordance with applicable law;
c) not to take any action aimed at circumventing technical protection measures of the Services and to refrain from any form of unauthorized use of the Services, in particular attempts to overcome or circumvent the security mechanisms of the Services or otherwise disable them, use computer programs that enable the automatic reading of data, as well as use/employ and/or distribute viruses, worms, Trojans, brute force attacks, spam or links, programs or procedures that are likely to harm Meneiti and/or other PM companies and/or users;
d) to take all necessary and appropriate steps to prevent or limit damages resulting from the use of the Services;
(e) not to participate in or promote illegal activities, particularly fraudulent activities;
f) not to use, employ or operate bots or other forms of automation and/or multiple accounts when using the Services;
g) not to modify, adapt or reverse engineer the Services.
12.2 The PM company is obliged to check platform data before making it available on the platform and to ensure that the platform data does not contain any prohibited content and meets legal and regulatory requirements. The PM company is particularly obliged to label any advertising for products in compliance with legal requirements.
12.3 The PM Company is obliged to check Platform Data for computer programs that may damage software or hardware or impair the use of computers, viruses or other malware before making it available on the Platform and to use state-of-the-art measures (e.g. virus protection programs) for this purpose.
12.4 The PM Company is obliged to ensure that all Platform Data provided by it is complete, correct and up-to-date.
12.5 Any breach of this Section
12 may lead to immediate exclusion from the use of the services, to termination of the contract without notice and to the initiation of civil and criminal proceedings as well as to the assertion of claims for damages by Meneiti against the PM company.
13. Responsibility for platform data
13.1 Meneiti merely operates the platform and assumes no responsibility for the platform data, in particular not for its legal admissibility, timeliness, accuracy, completeness, quality or economic plausibility. Meneiti is not obliged to check the legal admissibility, timeliness, accuracy, completeness, quality or economic plausibility of platform data or to ensure that this platform data is corrected or updated. The PM company itself is responsible for platform data it has posted. The respective user or PM company is responsible for third-party platform data.
13.2 In particular, the PM company bears sole responsibility for the platform data it supplies, intends to publish and publishes in terms of medical, press, competition, data protection and other matters. The PM company is responsible for compliance with the applicable legal provisions relating to its platform data.
13.4 Meneiti reserves the right not to publish platform data provided by PM companies on the platform for legal, technical or other reasons or to remove platform data that has already been published, in particular if platform data contains prohibited content, the PM company has otherwise violated these terms and conditions or there are indications of this. . The same applies if links are set to third-party websites that lead directly or indirectly to pages with prohibited content. The PM company acknowledges and agrees that in this case it is not entitled to a refund of the fee it has paid or any other compensation and that its payment obligation remains unaffected. There is no right to restore platform data. Meneiti reserves the right to initiate criminal proceedings.
14. Intellectual Property
14.1 The right of the PM Company to use the Platform and the components used to provide the Services is limited to the duration of the term of the Platform Agreement, is revocable, non-exclusive, non-sublicensable and non-transferable.
14.2 The entire content of the Platform and the Services, including but not limited to the logo and all designs, text, graphics, images, information, data, software, sound files, other files and their selection and arrangement is the property of Meneiti, other PM companies or third party licensors. Any rights of the PM company to its own platform data remain unaffected.
14.3 The PM Company may use the Services and in accordance with these Terms and Conditions, in particular the sections
9 and 12, Submit medical information to Meneiti.
By providing Medical Information via the Editorial Tool, the PM Company instructs Meneiti to store, host and – if applicable – publish the Medical Information via the Platform and grants Meneiti a non-exclusive, spatially unlimited right of use, sublicensable to necessary third parties, to use the Medical Information for the purpose of providing the Services under these Terms and Conditions, which includes the right to store, reproduce, format, reformat, technically edit, transmit and make available the Medical Information.
14.3 or 14.4 and that Meneiti's use of the Platform Data under the Agreement does not violate these Terms and Conditions or any applicable legal provisions and does not infringe any intellectual property rights or other rights of third parties.
14.6 Meneiti accepts the aforementioned grants of rights.
15. Liability
15.1 In the case of any damage caused by slight negligence, Meneiti shall only be liable in the event of a breach of a contractual obligation by Meneiti, its legal representative or its vicarious agent, the fulfilment of which characterizes the contract and on which the PM company may rely ("cardinal obligations") and limited to the damage typical for the contract and foreseeable. Sentence 1 does not apply to damage resulting from injury to life, body or health, nor in cases of mandatory liability, in particular liability for cases in which a procurement risk or a guarantee for damage has been assumed, in the case of liability under the Product Liability Act, liability under the GDPR or fraudulent concealment of a defect. In addition, strict liability is excluded for defects that already exist at the time the contract is concluded. Subject to liability for intent, liability for indirect damage, such as lost profits, is excluded.
15.2 Meneiti shall not be liable in particular for
a) Damages resulting from publicly available data,
b) Facts that are based on a breach of contract or unauthorized modifications of the services by PM companies, users or third parties.
15.3 The above limitations of liability also apply in the event of negligence on the part of a vicarious agent of Meneiti as well as for the personal liability of the bodies, employees and representatives of Meneiti.
16. Exemption
To the extent that Meneiti is held liable for Inadmissible Content in connection with Platform Data or other violations of these Terms and Conditions, laws or official regulations
attributable to the PM Company, the PM Company agrees to defend and indemnify Meneiti, at its own expense, against any claim, suit or liability brought against Meneiti by a third party, as well as against all losses (including reasonable attorneys' fees) suffered by Meneiti due to the infringement of any third party rights (including, without limitation, patent, copyright, trade secret or trademark infringement or other commercial exploitation), unless the PM Company proves that the infringements are not the responsibility of the PM Company. Meneiti will promptly notify the PM Company in writing of any such third party claims and permit the PM Company to assist Meneiti, to the extent legally possible, in the defense or settlement of such third party claims.
17. Contract term , Termination
17.1 The contract is concluded for a period of twelve (12) months.
17.2 Termination for good cause remains unaffected for both parties. Good cause for Meneiti exists in particular, but not exclusively, if one or more of the following events occur:
a) A case of 6.3 (violation of the obligation to delete or block data).
b) Case 7.1 applies (violation of the duty to tell the truth and to keep information up to date).
c) A case of 7.3 (breach of duty of care with regard to access authorizations).
d) A case of 7.4 exists (suspicion of misuse).
e) A case of 12.5 exists (breach of the obligations of the PM company).
17.3 To the extent that the termination without notice and exclusion from using the Platform and the Services is based on a case referred to in Section 17.2 for which the PM Company is responsible, the PM Company acknowledges and agrees that in this case it is not entitled to a refund of any remuneration paid by it or any other compensation and is obliged to pay the full remuneration.
17.4 In the event of termination of the contract and thus of the company account, all further declarations and information will no longer be sent via the communication area set up on the platform, but exclusively to the email address last stored by the PM company.
17.5 If the contract is terminated, Meneiti will delete all data, including medical information, of the PM company within the platform within thirty (30) days after the termination takes effect, to the extent that this is legally permissible, in particular to the extent that there are no statutory retention or archiving periods to the contrary.
(a) are generally known or published in the public domain, or
b) are already lawfully in the possession of the other party or have been lawfully acquired by the other party from a third party authorized to pass them on, or
(c) are part of the general technical knowledge or the state of the art, or
d) are discovered or developed by the parties independently and independently of the Confidential Information, or
e) be made public in writing by the parties.
18.3 The parties are entitled to make Confidential Information available to employees and consultants subject to professional confidentiality obligations, insofar as they are involved in the implementation of this Agreement and reasonably need the Confidential Information.
18.4 The above provisions shall not apply if the parties or the persons named in Section 18.3 are obliged to disclose information due to mandatory law or the enforceable decision of a court or authority. In this case, the parties will inform each other of this immediately and, in coordination, take all necessary and legally permissible measures to avoid disclosure or to ensure that the information is treated as confidentially as possible.
18.5 The obligations of the parties under this Section 18 shall terminate upon the expiry of the later of either two (2) years after the end of the term of the Agreement or two (2) years after the last provision of any Confidential Information.
19. Data storage
19.1 Meneiti will implement state-of-the-art measures to protect the platform data, particularly medical information. However, Meneiti has no custody or safeguarding obligations with regard to the platform data. The PM company is responsible for adequately securing the platform data.
19.2 Meneiti's servers are regularly backed up carefully. However, data loss cannot be ruled out. If the PM Company transfers platform data to Meneiti or uploads it to the platform, regardless of its respective form, the PM Company shall create backup copies. This also applies in the event that the contract is terminated. Unless there are legal obligations to storage, Meneiti will not keep a copy of the data.
19.3 Meneiti does not guarantee a minimum storage capacity for the company account. Meneiti reserves the right to temporarily or permanently limit the data volume for data uploads, in particular if this is necessary for technical or user-friendly reasons, for example to maintain or optimize the services.
20. No exclusivity
The parties do not agree on exclusivity. Meneiti may at any time enter into contracts with other PM companies or third parties for the services and publish medical information provided by them on the platform and post events.
21. Mention and advertising
21.1 The PM company authorizes Meneiti to publicly name the PM company in connection with the contractual use of the platform by displaying the PM company's logo, e.g. in social media or as a reference on the homepage. The PM company grants Meneiti any necessary rights of use and Meineiti accepts these.
Any further advertising activities by Meneiti require the prior consent of the PM Company, which may not be withheld for unreasonable reasons.
21.2 The PM Company is permitted to advertise the Platform provided that they use the logo, images, etc. that Meneiti makes available to the PM Company via the Platform ("Advertising Material"). Any further advertising measures require agreement with Meneiti.
Meneiti assumes no responsibility for the PM Company's promotional material or advertising for the Platform if a PM Company misrepresents the promotional material or makes untrue statements and thereby violates the rights of third parties.
22. Communication
The PM Company agrees that from the time of registration on the platform, any communication between Meneiti and the PM Company will take place exclusively in electronic form via the communication area of the platform and by email to info@orangesalamander.com, unless expressly stated otherwise in these Terms and Conditions or in mandatory legal provisions.
23. Final provisions
23.1 Should individual provisions of these General Terms and Conditions be or become invalid or ineffective in whole or in part, or should the General Terms and Conditions contain a gap, this shall not affect the validity of the remaining provisions. Statutory law shall take the place of any provisions not included or ineffective. In addition, Meneiti and the PM company shall replace the invalid or ineffective provision with an effective provision that is as close as possible to its economic purpose, unless a supplementary interpretation of the contract takes priority or is possible.
23.2 Changes and additions to these General Terms and Conditions must be made in writing to be effective; electronic form (Section 126a of the German Civil Code) and text form (Section 126b of the German Civil Code) are excluded. This also applies to a change to this written form clause. Contrary to Section 127 Paragraph 2 of the German Civil Code, telecommunication transmission or an exchange of letters are not sufficient to comply with the written form requirement.
23.3 If the General Terms and Conditions require written form, a simple email shall suffice, unless otherwise specified.
23.4 General terms and conditions and other pre-printed provisions on letters from both parties shall not apply.
23.5 These Terms and Conditions and their interpretation as well as all non-contractual obligations related to them are subject to German substantive law. The UN Convention on Contracts for the International Sale of Goods (CISG) is excluded.
23.6 The exclusive place of jurisdiction for all disputes arising from or in connection with this contract, including its validity, is Stuttgart.
***
Status: 01.10.2023
*The forms chosen in the articles always refer to all genders.